Investor
Corporate Governance
Committee
Audit Committee
The membership of the audit committee shall consist of all independent Directors. The audit committee assists the board of directors in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of thecompany.
The operation of the audit committee has the following matters as the major works of the year :
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
- Potential conflicts of interests involving directors.
- Material asset or derivatives transactions.
- Material lending funds, endorsements or guarantees.
- Capital funding and stock issuing publicly or privately with the common stock securities in essence.
- Hiring or dismissal of an attesting CPA, or the compensation given thereto.
- Appointment or discharge of financial, accounting, or internal auditing officers.
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the Chairman, managerial officer, and accounting officer.
- Other major matters as may be required by the company or by the competent authority.
The operation of audit committee:
- The members of the audit committee of the company: 3 people.
- Periodof the 3rd term：July 18, 2024 to July 17, 2027
- Period of the 2nd term：May 27, 2022 to July 18, 2024
- The audit committee convened 6 meetings(A) in 2023. The qualification of the members and their attendance are as below:
| Title | Identity | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) (B/A) | Note |
|---|---|---|---|---|---|---|
| Convener | Independent Director | Wan-Wan Lin | New elected on July 18, 2024 | |||
| Member | Independent Director | Ta-Sheng Chiu | ||||
| Member | Independent Director | Shiou-lian Lin | ||||
| Convener | Independent Director | William W. Sheng | 6 | 0 | 100% | Resigned on July 18, 2024, |
| Member | Independent Director | Jann-Hwa Shyu | 5 | 1 | 83% | |
| Member | Independent Director | Gordon Yu | 6 | 0 | 100% |
- Discussion of the cause and resolution of the audit committee:
| Session/Meeting Date | Contents of motion | Securities and Exchange Act, Article 14-5 | Resolution Results |
|---|---|---|---|
|
The 6 th time of the 2nd term 2023.02.16 |
Evaluation of the Effectiveness of the Internal Control System and Statement of Internal Control System for 2022. | ✓ | The matter is approved by all the attendees |
| 2022 annual business report and financial statements. | ✓ | ||
| 2022 profit distribution plan. | |||
| Appointment and remuneration of CPAs for 2023 financial statements. | ✓ | ||
| Handling of Comprehensive Credit Facilities Contract annual renewal with the correspondent bank. | |||
| Signing of Pre-Purchase/Pre-Sale Forward Foreign Exchange Transactions and Exchange Transactions Contract with the correspondent bank. | ✓ | ||
| Provide endorsement/guarantee for mainland subsidiary uPC Semiconductor Corporation (Shenzhen) Limited. | ✓ | ||
| Formulation of “Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises.” | |||
| Amendments of the level of approved authority. | |||
| Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares. | |||
| The 7 th time of the 2nd term 2023.04.27 | Holders of employee stock option certificates in 2022 and numbers of shares that can be subscribed. | The matter is approved by all the attendees | |
|
The 8th time of the 2nd term 2023.05.11 |
Financial statements for 2023 Q1. | ✓ | The matter is approved by all the attendees |
| Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares. | |||
|
The 9th time of the 2nd term 2023.08.10 |
Financial statements for 2023 Q2. | ✓ | The matter is approved by all the attendees |
| As of July 31, 2023, the overdue accounts receivable were transferred to Loaning Funds. | ✓ | ||
| Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares. | |||
| The 10th time of the 2nd term 2023.11.07 | 2024 annual audit plan. | ✓ | The matter is approved by all the attendees |
| Financial statements for 2023 Q3. | ✓ | ||
| As of September 30, 2023, the overdue accounts receivable were transferred to Loaning Funds. | ✓ | ||
| Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares. | |||
| The 11th time of the 2nd term 2023.12.28 | To increase the investment of US$5 million for the Mainland reinvestment company. | ✓ | The matter is approved by all the attendees |
Contact for Audit committee include Independent Director E-Mail：Independent_Director@upi-semi.com
Remuneration Committee
The member of remuneration committee consists of three people appointed by the Board of Directors’ resolution, whereas one of them is the convener. The professional qualification and independence of the members comply with the provisions set forth in article 5 and article 6 of guidelines for functions in remuneration committee.
The remuneration committee assists the Board of Directors in establishing and periodically reviewing the annual and long-term performance goals for the directors, and managerial officers of the Company and the policies, systems, standards, and structure for their remuneration.
The operation of Remuneration Committee:
- The members of the remuneration committee of the company: 3 people.
- Period of the 4th term：July 18, 2024 to July 17, 2027
- Period of the 3rd term：May 27, 2022 to July 18, 2024
- The compensation committee convened 3 meetings(A) in 2023. The qualification of the members and their attendance are as below：
| Title | Identity | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) (B/A) | Note |
|---|---|---|---|---|---|---|
| Convener | Independent Director | Ta-Sheng Chiu | New elected on July 18, 2024 | |||
| Member | Independent Director | Wan-Wan Lin | ||||
| Member | Independent Director | Shiou-lian Lin | ||||
| Convener | Independent Director | Jann-Hwa Shyu | 3 | 0 | 100% | Resigned on July 18, 2024, |
| Member | Independent Director | William W. Sheng | 3 | 0 | 100% | |
| Member | Independent Director | Gordon Yu | 3 | 0 | 100% |
- Discussion of the cause and resolution of the compensation committee:
| Session/Meeting Date | Contents of motion | Resolution Results |
|---|---|---|
| The 2nd time of the 3rd term 2023.02.16 | Change in supervisors of the Research Development Center. | The matter is approved by all the attendees. |
| Change in supervisors of the Power Device Business Unit Center. | ||
| Proposal on the distribution of compensation of employees and directors for 2022. | ||
| 1st employee compensation for managers and internal auditor for 2023. | ||
| The 3rd time of the 3rd term 2023.04.27 | Manager and internal auditor salary adjustments plan for 2023. | The matter is approved by all the attendees. |
| The 4th time of the 3rd term 2023.08.10 | 2nd employee compensation for managers for 2023. | The matter is approved by all the attendees. |